Skanska Corporate Governance Report 2020
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Corporate governance report Part of Skanska Annual and Sustainability Report 2020 Corporate governance report Good corporate governance ensures that Skanska is managed sustainably, responsibly and efficiently. The overall goal is to increase value for shareholders, and in doing so meet their expectations for invested capital. The purpose of corporate gov- ernance is also to ensure oversight by the Board of Directors (the “Board”) and management. By having a clearly defined governance structure as well as proper rules and processes, the Board can ensure that management and employees are focused on developing the business and thereby generating value for shareholders. This corporate governance report for 2020 has been reviewed by Skanska’s external auditors in accordance with Chapter 9, Section 31 of the Swedish Companies Act. The report contains information as required by Chapter 6, Section 6 of the Annual Accounts Act. Corporate governance principles Key external governing documents Skanska is one of the world’s leading construction and project development companies, focused on selected home markets in the • Swedish Companies Act Nordic region, Europe and the USA. Supported by strong trends • Nasdaq Nordic Main Market Rulebook for Issuers of Shares in urbanization and demographics, and by aiming to be in the • Swedish Corporate Governance Code forefront of sustainability, Skanska offers competitive solutions for • Annual Accounts Act both simple and complex assignments. Driven by Skanska’s values • Securities Market Act and business model, Skanska helps create sustainable futures • International Financial Reporting Standards (IFRS) and for customers and communities as well as create value for share other accounting rules holders. The parent company of the Group is Skanska AB (the • Global Reporting Initiative (GRI) Standards “Company”), with a registered office in Stockholm, Sweden. As a Swedish public limited company with shares listed on Nasdaq Stockholm, Skanska is subject to a variety of external Key internal governing documents rules that affect its corporate governance. In addition, to ensure • Articles of Association compliance with legal and regulatory requirements and the high • Procedural Rules for the Board and its Committees standards that Skanska sets for itself, Skanska has adopted inter • Instructions for the CEO and President nal rules to govern the Group as well as processes for monitor • Group steering documents, including Group policies, ing compliance with the external and internal rules by all business standards and procedures, guidelines and business units and functions in the Group. Skanska’s ethical and sustain processes for approval, control and risk management ability endeavors are an integral part of the business, and the • Skanska’s Code of Conduct, which is available on the Board discusses these issues on a regular basis. Group’s website Skanska has no deviations from the Swedish Corporate Gover nance Code (the “Code”) to report for the financial year 2020. Nor has Skanska been subject to any rulings by Nasdaq Stockholm’s Disciplinary Committee or decisions on breach of good practices in the stock market by the Swedish Securities Council in 2020. Further information is available on the Group’s website: group.skanska.com/corporategovernance/. Governance structure Shareholders, through the Nomination Committee External Auditors General Meeting of shareholders Compensation Committee Board of Directors Audit Committee Project Review Committee President and CEO, Internal Audit Group Functions Group Leadership Team and Compliance Commercial Property Construction Residential Development Development Skanska Annual and Sustainability Report 2020 33 Corporate governance report Shares and shareholders (the Official Swedish Gazette) and on the Group’s website. An announcement of the notice convening the meeting is published Skanska’s Series B shares are listed on Nasdaq Stockholm in the in Dagens Nyheter and in at least one more Swedish daily news Large Cap segment. The share capital at the end of 2020 amounted paper. All documents relating to the AGM are published on the to SEK 1,259,709,216 consisting of a total of 419,903,072 shares, Group’s website in both Swedish and English. Shareholders listed of which 19,684,564 were Series A shares and 400,218,508 were in the register of shareholders on the record date and who notify Series B shares. Series A shares entitle the holders to ten votes per the Company of their intention to participate in the meeting are share and Series B shares entitle the holders to one vote per share. entitled to attend it either personally or by proxy through a repre Series A and Series B shares carry the same right to share in the sentative. Shareholders have the right to have matters addressed Company’s assets and entitle the holder to the same dividend. at the AGM if they have submitted a request to the Board no later There are no restrictions in the Articles of Association on the than seven weeks before the AGM. number of votes each shareholder may cast at a General Meeting. At the end of 2020, Skanska had a total of 103,936 shareholders, Annual General Meeting 2020 according to statistics from Euroclear Sweden AB. The ten largest The AGM 2020 was held on March 26, 2020, in Stockholm. A total shareholders held 55.9 percent of the votes and 39.4 percent of the of 770 shareholders, representing around 58.2 percent of the total capital. AB Industrivärden’s holding amounted to 24.3 percent of number of votes, were represented at the AGM. Among other the votes and Lundberg Group’s holding to 13.1 percent. matters, the meeting voted to reelect Hans Biörck, Pär Boman, More information about the Skanska share and shareholders is Jan Gurander, Fredrik Lundberg, Catherine Marcus and Jayne available on page 10. McGivern as members of the Board and to elect Åsa Söderström Winberg as new member of the Board. Hans Biörck was reelected General Meetings of shareholders as Chairman of the Board. The employees were represented on the The General Meeting is Skanska’s highest decisionmaking body Board by Ola Fält, Richard Hörstedt and Yvonne Stenman as mem and it is where shareholders exercise their decisionmaking rights. bers, with PärOlow Johansson1 and Anders Rättgård as deputy At the Annual General Meeting (“AGM”), the shareholders decide members. Due to precautionary measures relating to Covid19, on key issues, such as adoption of income statements and balance the scope of the AGM was reduced to focus on legal requirements sheets; the dividend; the composition of the Board; discharging only. Since the Chairman of the Board could not participate at the the members of the Board and the President and CEO from lia AGM due to Covid19, the Board appointed the board member bility; and election of external auditors. Skanska’s financial year is Pär Boman as the Board’s representative. The AGM was attended from January 1 to December 31, and the AGM is to be held within in person also by the President and CEO, a limited number of six months of the end of the financial year. The date and venue members of the Group Leadership Team, the Chairman of the for the AGM is communicated no later than the publishing of the Nomination Committee and Skanska’s external auditor. third quarter interim report on the Group’s website. The notice The AGM reelected Ernst & Young AB as external auditor. On convening the meeting is published in Post och Inrikes Tidningar March 24, 2020, the Board announced that, due to the prevailing Annual General Meeting 2021 Skanska’s AGM 2021 will be carried out on March 30, 2021, through advance voting (socalled postal voting) pursuant to temporary legislation. No meeting with the possibility to attend physically, in person or by proxy, will take place. 1 Until July 1, 2020. 34 Skanska Annual and Sustainability Report 2020 Corporate governance report uncertainty caused by Covid19, it had decided to withdraw • Preparing a proposal to submit to the AGM regarding a Chair the dividend proposal to the AGM of SEK 6.25 per share. The man for the AGM Board also announced its ambition to convene an Extraordinary • When applicable, preparing a proposal on changes to the princi General Meeting in the autumn to decide on the dividend if the ples for appointing the next Nomination Committee. circumstances so permit. The AGM resolved, in accordance with the Board’s proposal, that no dividend be paid to the shareholders. Information on how shareholders can submit proposals to the The AGM also decided to adopt guidelines for salary and other Nomination Committee is available on the Group’s website. remuneration to senior executives. The Board was authorized to, during the period up to the AGM 2021, resolve on acquisitions Nomination Committee 2021 of not more than 1,200,000 Series B shares in Skanska on Nasdaq The Nomination Committee for the AGM 2021 has the following Stockholm to secure delivery of shares to participants in the composition: Skanska employee ownership program resolved by the AGM on • Helena Stjernholm, AB Industrivärden (24.3 percent of votes1), March 28, 2019 (Seop 5). Complete information on the AGM Chairman of the Nomination Committee 2020 and the minutes of the meeting are available on the Group’s • Mats Guldbrand, Lundberg Group (13.0 percent of votes1) website: group.skanska.com/corporategovernance/shareholders • Dick Bergqvist, AMF (3.3 percent of votes1) meeting/. • Jan Andersson, Swedbank Robur Funds (2.3 percent of votes1) • Hans Biörck, Chairman of the Board, Skanska AB. Extraordinary General Meeting 2020 The Extraordinary General Meeting (“EGM”) was held on This information was announced on the Group’s website and October 22, 2020. Due to the risk of the spread of Covid19 and published in a press release on September 28, 2020.